Shui On Land Limited — M&A Activity 2015

Oct 20, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer to purchase, or the solicitation of an offer to sell, any securities in the United States or any other jurisdiction.

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ANNOUNCEMENT

FURTHER UPDATE ON THE ACQUISITION

INTRODUCTION

References are made to (i) the announcement issued by Natural Beauty Bio-Technology Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) dated 31 August 2015 in relation to the suspension of trading of the Shares on the Stock Exchange from 9:00 a.m. on 31 August 2015, and (ii) the announcement issued by the Company dated 9 September 2015 providing an update to the shareholders and potential investors of the Company that an agreement with respect to the Acquisition was entered into on 4 September 2015 and subject to closing of the Acquisition taking place, the Announcement would be published in accordance with the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) and the Takeovers Code by the Company as soon as practicable (the “ Second Announcement ”).

Unless stated otherwise, capitalised terms used herein shall have the same respective meanings as those defined in the Second Announcement.

FURTHER UPDATE ON THE ACQUISITION

The Company was notified by Next Focus and CA NB that, on 16 September 2015, closing of the Acquisition took place, where CA NB as the vendor sold, and Next Focus as purchaser acquired, the other 50% in the share capital of Starsign not already owned by Next Focus. Upon closing of the Acquisition, Next Focus and parties acting in concert (as defined in the Takeovers Code) with it came to hold the entire issued capital of Starsign, which in turn holds approximately 65.63% of the issued share capital of the Company as at the date of this announcement.

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Following closing of the Acquisition, Next Focus is required to make a mandatory general offer for all the Shares (other than those already owned or agreed to be acquired by Next Focus) pursuant to Note 8 of Rule 26.1 of the Takeovers Code and to make an appropriate offer to the holders of share options granted by the Company under its share option scheme adopted on 13 May 2011 for all such share options (which confer rights on such holders to subscribe for new Shares) in compliance with Rule 13 of the Takeovers Code by way of cancellation of such share options.

The Company is in the process of finalising the Announcement. The Announcement will be jointly published in accordance with the Listing Rules and the Takeovers Code by the Company and Next Focus as soon as practicable.

CONTINUED TRADING SUSPENSION

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 31 August 2015 and will remain suspended pending the release of the Announcement.

By order of the Board Natural Beauty Bio-Technology Limited Tsai Yen-Yu Chairperson

Hong Kong, 20 October 2015

As at the date of this announcement, the board of directors of the Company comprises Dr. Tsai Yen-Yu, Mr. Lee Ming-Ta and Dr. Su Chien-Cheng as executive directors; Mr. Patrick Thomas Siewert, Dr. Su Sh-Hsyu, Mr. Gregory Michael Zeluck, Ms. Gong Zhizhi and Mr. Chang Hsiuguo as non-executive directors; and Mr. Francis Goutenmacher, Ms. Su-Mei Thompson, Mr. Chen Ruey-Long and Mr. Yang Tze-Kaing as independent non-executive directors.

As at the date of this announcement, the board of directors of Next Focus comprises three directors, namely Dr. Tsai Yen-Yu, Dr. Su Chien-Cheng and Dr. Su Sh-Hsyu.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (in relation to the information relating the Group only) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (in relation to opinions expressed by the directors of the Company only) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of Next Focus jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Group) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the directors of the Company) expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

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